Deanna Durbin as Pamela Drake

Kay Francis as Georgia Drake

Walter Pidgeon as John Arlen

Eugene Pallette as Gov. Allen

Henry Stephenson as Capt. Andrew

Cecilia Loftus as Sara Frankenstein

Samuel S. Hinds as Sidney Simpson

Lewis Howard as Fred 'Freddie' Miller

S.Z. Sakall as Carl Ober

Fritz Feld as Oscar, the Headwaiter

Virginia Brissac as Miss Holden

Romaine Callender as Evans

Joe King as First Mate Kelly

Mary Kelley as Governor's Wife

Eddie Polo as Quarter Master

Harry Owens as Royal Hawaiians Orchestra Leader

Charles Lane as Mr. Horner (uncredited)

Eddie Acuff as Ship's Steward (uncredited)

Mark Anthony as Officer (uncredited)

John Arledge as Newcomer on Ship (uncredited)

Leon Belasco as Captain of Waiters (uncredited)

John Daheim as Sleepy-Eyed Man (uncredited)

Linda Deane as Young Girl (uncredited)

Anna Demetrio as Gertie - the Cook (uncredited)

Virginia Engels as Young Girl (uncredited)

Jennifer Gray as Cable Office Girl (uncredited)

Anne Gwynne as Society Girl (uncredited)

Kenner G. Kemp as Party Extra (uncredited)

Eddie Lee as Rookie - Captain Andrew's Servant (uncredited)

Fay McKenzie as Young Girl (uncredited)

Louis Natheaux as Party Guest at Buffet Table (uncredited)

David Oliver as Officer (uncredited)

Randy Oness as Singer in Harry Owens and His Royal Hawaiians (uncredited)

William Ruhl as Ship's Officer (uncredited)

Phyllis Ruth as Young Girl (uncredited)

Mary Shannon as Wardrobe Mistress (uncredited)

Landers Stevens as Business Executive in Arlen's Office (uncredited)

Suzanne Ridgway as Party Extra (uncredited)